Annual Report 2013: A Year of Growth and Strategic Moves

May 16, 2014 Interim statement Q1 2014
May 26, 2014 Ordinary general meeting
August 28, 2014 Half-year results 2014
November 18, 2014 Interim statement Q3 2014
February 27, 2015 Annual results 2014
May 25, 2015 Ordinary general meeting
Financial calendar

Annual report 2013
Pursuant to the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, Ackermans & van Haaren is required to publish its annual
financial report. This report contains the combined statutory and consolidated annual report of the board of directors prepared in accordance with article 119, last paragraph of the Company Code. The report further
contains a condensed version of the statutory annual accounts prepared in accordance with article 105 of the Company Code, and the full version of the consolidated annual accounts. The full version of the statutory
annual accounts has been deposited with the National Bank of Belgium, pursuant to articles 98 and 100 of the Company Code, together with the annual report of the board of directors and the audit report. The
auditor has approved the statutory and consolidated annual accounts without qualification. In accordance with article 12, §2, 3° of the Royal Decree of 14 November 2007, the members of the executive committee
(i.e. Luc Bertrand, Tom Bamelis, Piet Bevernage, Piet Dejonghe, Koen Janssen and Jan Suykens) declare that, to their knowledge:
a) the annual accounts contained in this report, which have been prepared in accordance with the applicable standards for annual accounts, give a true view of the assets, financial situation and the results of
Ackermans & van Haaren and the companies included in the consolidation;
b) the annual accounts give a true overview of the development and the results of the company and of the position of Ackermans & van Haaren and the companies included in the consolidation, as well as a description
of the main risks and uncertainties with which they are confronted.
The annual report, the full versions of the statutory and consolidated annual accounts, as well as the audit reports regarding said annual accounts are available on the website (www.avh.be) and may be obtained
upon simple request, without charge, at the following address:
Begijnenvest 113
2000 Antwerp, Belgium
Tel. +32 3 231 87 70
Fax +32 3 225 25 33
E-mail info@avh.be
4

contents
Mission statement 6
2013 at a glance 8
Key events 2013 10
Acquisition of control CFE 12
Annual report Message of the chairmen 16
Annual report on the statutory annual accounts 20
Annual report on the consolidated annual accounts 24
Corporate governance statement 32
Remuneration report 40
Corporate social responsibility 44
Activity report Group structure 49
Marine DEME 54
Engineering & CFE 58
Infrastructure Algemene Aannemingen Van Laere 62
Rent-A-Port 64
NMP 65
Private Banking Delen Investments 70
Bank J.Van Breda & C° 74
ASCO-BDM 77
Real Estate, Extensa 82
Leisure & Leasinvest Real Estate 85
Senior Care Groupe Financière Duval 88
Anima Care 90
Energy Sipef 96
& Resources Sagar Cements 98
Oriental Quarries & Mines 99
Max Green 100
Telemond Group 101
Development Capital
Financial statements
General information regarding the company and the capital 192
Key figures 2013 appendix
14
50
48
66
78
92
102
120
5

Annual report 2013
Mission
STATEMENt
Our mission is
to create shareholder
value through long-term
investments in a limited
number of strategic
participations with
growth potential
on an international
level.
6

Positioning of
Ackermans & van Haaren
• an independent and diversified group
• led by an experienced, multidisciplinary
management team
• based upon a healthy financial structure
to support the growth ambitions of the
participations
Long term perspective
• clear objectives agreed upon with the
participations
• responsibility of the participations for their
own financial position
• strive for annual growth in the results of
each participation and of the group as a
whole
• focus on growth sectors in an international
context
Proactive shareholder
• involvement in selecting senior management
and defining long-term strategy
• permanent dialogue with management
• monitoring and control of strategic focus,
operational and financial discipline
• active support of management for specific
operational and strategic projects
7

Annual report 2013
Ackermans & van Haaren ended the 2013 financial year with a consolidated net profit of
293.9 million euros. This result includes a remeasurement income of 109.4 million euros
which AvH had to recognize under the IFRS rules on the contribution of its 50% stake
in DEME to CFE when it acquired control over CFE in December 2013. Excluding that
remeasurement income, the net profit amounts to 184.5 million euros (5.51 euros per
share), which is a 10% increase on the net profit of 167.3 million euros in 2012.
2013
at a glance
• The particularly high level of activity at DEME
was reflected in a turnover that for the first time
topped 2.5 billion euros as well as in a higher
net profit (109.1 million euros).
• As of 24 December 2013, AvH exercises exclu-
sive control over CFE (and therefore over DEME
as well) with a 60.4% stake. Since this transac-
tion took place just a few calendar days before
the year-end, the impact on the income state-
ment of AvH in 2013 is limited to the remeas-
urement under IFRS of the 50% stake in DEME
which AvH contributed to CFE in the amount of
550 million euros.
• Delen Investments and Bank J.Van Breda
& C° reported an outstanding performance in
2013, and managed to grow their assets under
management to a new record level.
Breakdown of the consolidated net result (part of the group) - IFRS
(€ mio) 2013 2012
Marine Engineering & Infrastructure 59.7 51.7
Private Banking 84.5 71.5
Real Estate, Leisure & Senior Care 15.8 3.6
Energy & Resources 8.7 16.4
Development Capital -6.6 5.9
Result of the participations 162.1 149.1
Capital gains development capital 29.5 22.7
Result of the participations (incl. capital gains) 191.6 171.8
AvH & subholdings -7.2 -3.9
Other non-recurrent results (mainly remeasurement income
on contribution of 50% DEME to CFE in 2013)
109.5 -0.6
Consolidated net result 293.9 167.3(1)
88
(1)
See revised financial statements 2012 (note 2 in the consolidated annual accounts)
• A proactive portfolio management permitted
Leasinvest Real Estate to let its real estate
portfolio grow to 718 million euros. Extensa
was able to make a profit again by a recovery in
its real estate development results.
• Due to lower output volumes and lower market
prices for palm oil and rubber, Sipef’s result
decreased in 2013. Sagar Cements and Max
Green were confronted with difficult market
conditions.
• Performance in the Development Capital seg-
ment is mixed: a substantial capital gain was
realized on the sale of the stake in Spano, while
restructuring costs and impairments continued
to depress the contribution from certain other
companies in 2013.

9
General comments on
the figures
• The equity of AvH (group share) increased
to 2,251.5 million euros on 31 December
2013, which corresponds to 67.22 euros per
share. As at 31/12/2012, the equity stood
at 2,003.3 million euros or 59.80 euros per
share.
• AvH had a net cash position of -3.1 mil-
lion euros at the end of 2013, compared to
87.9 million euros at the end of 2012. This
decrease is primarily due to the payment
to Vinci of 138.0 million euros for the ac-
quisition of half its stake in CFE (3,066,440
shares). In addition, AvH paid out a dividend
in June 2013 of 1.67 euros per share, result-
ing in a decrease in equity by 55.3 million
euros. Besides cash and short-term deposits,
the cash position consisted of 44.8 million
euros in short-term investments (including
treasury shares) and 38.9 million euros in
short-term debt in the form of commercial
paper.
• In addition to the acquisition referred to earli-
er of the 60.4% stake in CFE, for which 138.0
million euros was paid in cash, AvH made
additional investments in several companies
in its portfolio, mainly to strengthen their
capital: Hertel (37.5 million euros), Anima
Care (10.5 million euros), Atenor (0.9 million
euros), and LRE (0.5 million euros). Further-
more, the stakes in Corelio, Sipef and Sagar
Cements were slightly increased.
• AvH further streamlined its portfolio,
primarily with the sale of its interest in
Spano group (72.92% through Sofinim).
The total divestments amounted to
135.3 million euros over the whole
financial year.
56.9293.92,251.5
Pro forma personnel
22,706
Information by segment
(based on consolidated results 2013 and incl. acquisition of control of CFE and DEME,
pro forma: all (exclusive) control interests incorporated in full, the other interests proportionally)
Pro forma turnover (€ mio)
€ 5,669
1,101
3,678 434
301
155
mio Marine Engineering & Infrastructure
Private Banking
Real Estate, Leisure & Senior Care
Energy & Resources
Development Capital
Gross dividendNet result
(incl. remeasurement income of
€ 109.4 mio)
Net equity
(part of the group -
before allocation of profit)
(million euros)(million euros)(million euros)
6,640
1,048
1,742
5,831
7,445
1.708.8767.22
(euros per share) (euros per share) (euros per share)

Key events
2013
• DEME issues a retail bond of 200
million euros (6 years), which closed
early.
• Sofinim announces the sale of its
stake in Spano group.
• Sofinim and NPM Capital contribute
to a substantial refinancing of Hertel
by way of a cash injection for a total
amount of 75 million euros.
• Delen Private Bank reopens the fully
renovated offices on Tervurenlaan in
Brussels.
• The sale of Spano group is concluded
with a capital gain (AvH share) of 34
million euros.
• Ackermans & van Haaren and Vinci reach
an agreement on the contribution by
AvH of its 50% stake in DEME to CFE a
new control structure.
• Leasinvest Real Estate acquires the
second Knauf shopping centre in the
Grand Duchy of Luxembourg and collects
75 million euros by the issue of a retail
bond.
• Sipef obtains an additional licence for
the development of 4,811 hectares in
South Sumatra (Indonesia).
• Leasinvest Real Estate successfully implements a capital increase by 60.7 million euros at
the end of June.
• Euro Media Group expands its capacity by acquiring the technical facilities of Alfacam.
• Corelio and Concentra announce the intention to concentrate their Flemish newspapers and
digital publishing operations in Mediahuis.
• Anima Care acquires residential care centre “St. James” in La Hulpe (59 beds).
• Sipef enters into a joint venture to
develop high-yielding F1 hybrid oil
palms.
January
September
May
February
October
June
Annual report 201310
Leasinvest Real Estate - Motstraat (Mechelen)
Sipef - Oil palms at Hargy Oil Palms (Papua New Guinea)

• Leasinvest Real Estate sells the Pasteur
office building in the Grand Duchy of
Luxembourg.
• GeoSea (DEME) wins additional
contracts for an amount of 200 mil-
lion euros for offshore wind energy
in Germany (Gode Wind) and the UK
(Kentish Flats Extension).
• DIAP (DEME) wins a new contract for
Jurong Island (Singapore).
March
November
• AvH concludes a liquidity program
with Kepler Cheuvreux to improve
the liquidity of the AvH share.
• DEME wins 250 million euros worth
of new contracts for energy-related
projects.
• Anima Care acquires "Château
d’Awans" (close to Liège), a residen-
tial care centre with 168 retirement
home beds.
July
December
• Leasinvest Real Estate acquires a
12,000 m² retail property in the Grand
Duchy of Luxembourg.
• AvH acquires a 60.39% stake in CFE
and consequently also the control over
DEME. (see next page)
• GeoSea (DEME) wins contracts for the
Westermost Rough (UK) and Borkum
Riffgrund 1 (Germany) offshore wind
farms.
April
11
DEME - Northwind
Anima Care - Château d'AwansDelen Private Bank - Brussels

1974
1991
2004
Annual report 2013
ACQUISITION of
control CFE
2013 was a strategically important year for Ackermans & van Haaren. By acquiring
CFE, the group gained exclusive control over DEME. This transaction highlights the
importance of the dredging activity for the AvH group, which was founded by Hendrik
Willem Ackermans and Nicolaas van Haaren in 1876.
Ackermans & van Haaren and CFE
merge their dredging activities and set
up Dredging International (AvH 50%).
Foundation of the DEME holding com-
pany, bringing together the dredging
operations of two Belgian dredging
firms: Dredging International and
Baggerwerken De Cloedt (AvH 39.5%).
Increase of the stake in the DEME group
after buying out the De Cloedt family
(in 2000, to 48.5%) and subsequently
GIMV (to 50%).
Board of directors - from left to right: John-Eric Bertrand, Christian Labeyrie,
Piet Dejonghe, Jan Suykens, Luc Bertrand, Alain Bernard, Renaud Bentégeat, Philippe Delaunois,
Philippe Delusinne, Ciska Servais, Koen Janssen, Afred Bouckaert, Jan Steyaert
12

2013
2014
I am convinced that we will create added value for all parties involved, including the shareholders of Ackermans & van Haaren and CFE.
Ackermans & van Haaren wants to support CFE in the profitable development of all its activities (in marine engineering with DEME,
and in construction, rail & road, multitechnics, real estate, and PPP-concessions) to strengthen its long-term resilience in the face of economic
fluctuations. CFE will also be able to fully utilize the synergy opportunities with our construction and dredging activities in Belgium and abroad.
To enable further growth, CFE will also have to implement the necessary processes to support its companies with the right discipline. I believe
we are now at the beginning of a new growth story in which our shareholders, staff and customers will have the full benefit of the operational
and financial advantages of bringing the operations together in one structure.
11 February:
As a result of acquiring more than 30% of the
voting shares of CFE, AvH launches a mandatory
public bid for all publicly held CFE shares.
The public bid is launched at the same price as
the issue price of the capital increase of CFE, i.e.
45 euros per share.
5 March:
Closing of the bid. AvH now holds 60.40% of
the capital of CFE.
13 November 24 December 11 February 5 March19 September
24 December:
• AvH contributes its 50% stake in DEME
to the capital of CFE as part of a capital
increase by contribution in kind to the
amount of 550 million euros, in consid-
eration for 12,222,222 newly issued CFE
shares at 45 euros per share.
• AvH acquires 3,066,440 CFE shares
(which before capital increase represent-
ed 23.42% of the capital of CFE) from
Vinci at a price of 45 euros per share, for
a total sum of 138 million euros.
19 September:
AvH and Vinci reach an agreement on a
new control structure for CFE and DEME.
13 November:
• The extraordinary general meeting of
CFE approves the capital increase by
contribution in kind.
• The appointment of AvH’s representa-
tives on the board of directors of CFE is
approved.
18 December:
Approval by the European Commission.
Luc Bertrand,
24 December 2013
AvH holds 15,289,521 CFE shares
(60.40% of the capital) and, through CFE, acquires full control over DEME.
“
“
13
More information on the accounting of this transaction can be found in the financial statements, note 5 (business combinations and disposals).

Message of
the chairmen
Annual report 2013
Luc Bertrand and Jacques Delen
16

Ladies and gentlemen,
After many years of stagnation, the Western European economy is beginning to show signs of growth.
The “crisis countries” have made good progress in their economic reform, and certain countries like Spain and Ireland are becoming attractive again for
new investments. In this context, the euro and the European Central Bank have emerged stronger from the crisis. Both were important factors of stability
during the financial crisis.
The Ackermans & van Haaren group adapted well to the crisis of the last six years. Although the group pursued a defensive strategy, AvH was able to
increase its equity by 48.4% to 2,251.5 million euros during the crisis years (2008-2013). This also led to the accumulation of substantial cash reserves.
After strengthening our financial segment with the acquisition of JM Finn & Co and ABK in 2011, this cautious strategy gave the group the means at the
end of the crisis to take an important new step in the continuing expansion of our historical interests in our construction and marine engineering segment.
The good partnership with the Vinci group and with the management of CFE made it possible for all parties involved, including the shareholders of AvH,
to create a more efficient governance structure.
The acquisition of CFE marks a new challenge for the management team of AvH. The restructuring of our interests within CFE and the introduction of
relevant procedures to guide the large new group is a clear priority. As in 1974 with the merger of the dredging operations of AvH with the "Société
Générale de Dragage", this new step means a considerable operational and financial improvement by bringing most of the activities together in one divi-
sion.
In the final year of the financial crisis, AvH reported again an improvement in the result of our participations at 192 million euros in 2013 compared to 172
million euros in 2012. This result also contributed to an increase in the consolidated equity to 2,251.5 million euros (2,003.3 million euros in 2012). Even
after the acquisition of CFE, our balance sheet still shows virtually no debts (3 million euros net financial debt after the acquisition).
After integration of all the activities of CFE and DEME, the turnover of the group increased to 5.7 billion euros (3.3 billion euros in 2012). Consequently,
the turnover outside the EU amounted to 2.3 billion euros, making our share outside the EU increase to 40% of the group’s turnover (compared to less
than one-third last year). This means that the growth of the group will in the future be bolstered even more by economic expansion outside the traditional
industrialized world.
17

In the Marine Engineering & Infrastructure segment, the turnover and EBITDA of DEME (AvH 60.4% as of 2014; 50% in 2013) increased by 32%
and 25% respectively to the record level of 2.5 billion euros (1.9 billion euros in 2012) and 438 million euros (351 million euros in 2012) respectively. This
resulted in a 22% increase in the net result to 109 million euros (89 million euros in 2012).
Notwithstanding this vigorous increase, the turnover within the EU remained stable at 44% (45% in 2012). There was a marked shift in turnover to Asia,
including Australia, with 31% compared to 20% in 2012. At the level of the activities, the turnover increased primarily in marine works from 14% to 22%
in 2013. This was mainly supported by the activities in the renewable energy sector. At the same time, there has been an expansion into oil and gas, with
an increase in our customer base to 27% in 2013 (22% in 2012).
DEME’s activities continue to ride on the crest of the major economic trends of the new decade: continuous world population growth, global warming
causing rising sea levels, expansion of global GDP, coupled with the expansion of world trade, and finally the growing global consumption of energy and
raw materials. The acknowledgement of those long-term trends contributed to our decision to invest more in DEME. Our decision was also endorsed by
our trust in the entrepreneurial skills of DEME's management and the many new technologies that underpin the company’s growth.
In the Private Banking segment, too, AvH reported record results. The substantial inflow of new client assets and positive market developments enabled
Delen Investments to increase its assets under management by 14% to a new record high of 29.5 billion euros in Belgium and in the United Kingdom.
With a cost-income ratio of 54.8% (42.4% in Belgium), the management of Delen Private Bank keeps up its reputation of efficiency. This is reflected in a
solid Core Tier1-ratio of 25.3% (23.1% in 2012) and in a record net result of 76 million euros (62.6 million euros in 2012). A prudent financial manage-
ment that protects the growing cash assets of European savers is entirely in line with the bank’s strategy.
Bank J.Van Breda & Co
saw the total client assets from entrepreneurs and liberal professionals increase by one billion euros to nine billion euros. Of this
amount, the assets under management from the clients of Bank J.Van Breda & Co
at Delen Private Bank increased by 500 million euros to three billion
euros. The loan portfolio of 3.5 billion euros (3.3 billion euros in 2012) is in perfect balance with the client deposits entrusted to the bank (3.7 billion euros
compared to 3.4 billion euros in 2012). This steady growth also resulted in a record current net result of 31.5 million euros (compared to 27.7 million euros
in 2012). Notwithstanding the solid capital ratios and the commercial success of the bank, we remain concerned about the evolution of the tax burden on
client deposits, which is 31 basis points higher for a Belgian bank than for a foreign competitor on our market.
The Real Estate, Leisure & Senior Care segment showed an improved profit contribution of 15.8 million euros compared to 3.6 million euros in 2012.
This is largely due to the recovery at Extensa, which was able to regain its tradition of project development profits and showed the first signs of an upturn
in profits on promotion activities. We expect this trend to continue in the current financial year.
The strategic reorientation of Leasinvest Real Estate towards retail and Luxembourg is bearing fruit. Buttressed by a capital increase of 60.7 million euros
in 2013 and the issue of a public bond offering of 75 million euros and a private bond offering of 20 million euros, LRE witnessed both a substantial and
stable growth in 2013. The result is a record profit of 26.9 million euros (20.5 million euros in 2012). The real estate investment trust is strategically well
positioned for the current financial year.
Both Groupe Financière Duval and Anima Care made the necessary investments to ensure their future growth and profitability.
Annual report 201318

The Energy & Resources segment contributed 8.7 million euros in 2013 compared to 16.4 million euros in 2012. The lower result reported by Sipef
(from 68 million USD to 56 million USD) is due to the decrease in palm oil prices by on average 142 USD per tonne and rubber prices by on average 582
USD per tonne. In addition, adverse weather conditions also led to a 4.5% reduction in palm oil production volumes. Nevertheless, the current increase
in palm oil prices by more than 100 USD per tonne promises a solid basis for the current year. The group is confident that the heavy investments in new
plantations will bear fruit in the coming years.
The changing regulatory framework in Flanders had a particularly negative impact on the profitability and prospects of the biomass power plant of Max
Green. The group therefore decided to write off its entire investment. The cement activities of Sagar Cements in India, too, were confronted with dif-
ficult market conditions.
In the Development Capital segment, performance was highly varied. At the beginning of 2013, the stake in Spano was sold with a capital gain of 34
million euros for AvH. This was made possible by the partnership with the Ide family, and resulted in an IRR of 19% over a seven-year period. The losses
at Hertel (12 million euros, AvH share) and Corelio (4 million euros, AvH share) led to a lower contribution of the Development Capital segment. Those
losses should not recur during the current year. Following the sale of Spano, the adjusted net asset value of this segment increased to 511 million euros
(481 million euros at year-end 2012).
As a result of the investment in CFE (138 million euros in cash), the net cash position of the group turned slightly negative (-3.1 million euros).
Notwithstanding the increase in the group’s equity to 2,251.5 million euros (2,003.3 million euros in 2012), the net profit of 294 million euros, and the
favourable outlook for the current year, the board of directors decided to propose to the general meeting a limited dividend increase by 3 eurocents to
1.70 euros gross per share. This decision was taken in view of the integration of CFE and the restoration of the group’s historical cash position.
We would like to thank all the staff members of the group for the good results in a difficult economic context.
26 March 2013
Luc Bertrand
Chairman of the executive committee
Jacques Delen
Chairman of the board of directors
19

Annual report 2013
Dear shareholder,
It is our privilege to report to you on the activities of our company during the past finan-
cial year and to submit to you for approval both the statutory and consolidated annual
accounts closed on 31 December 2013. In accordance with Article 119 of the Companies
Code, the annual reports on the statutory and consolidated annual accounts have been
combined.
Annual report
of the board of
directors
I Statutory annual accounts
1. Share capital and
shareholding structure
No changes were made to the company’s share
capital during the last financial year. The share
capital amounts to 2,295,278 euros and is repre-
sented by 33,496,904 no-nominal-value shares.
All shares have been paid up in full.
In 2013, 49,500 new options were granted in
the framework of the stock option plan. As at
31 December 2013, the options granted and not
yet exercised entitled their holders to acquire an
aggregate of 330,500 Ackermans & van Haaren
shares (0.99%).
The company received a transparency notice on 31
October 2008 under the transitional regulations of
the Act of 2 May 2007, whereby Scaldis Invest NV
- together with “Stichting Administratiekantoor
Het Torentje” - communicated its holding percent-
age. The relevant details of this transparency no-
tice can be found on the website of the company
(www.avh.be).
2. Activities
For an overview of the group’s main activities dur-
ing the 2013 financial year, we refer to the Mes-
sage of the chairmen (p. 16).
3. Comments on the statutory
annual accounts
3.1 Financial situation as at
31 December 2013
The statutory annual accounts have been prepared
in accordance with Belgian accounting principles.
The balance sheet total at year-end 2013 amount-
ed to 2,381 million euros, which is a decrease
compared to the previous year (2012: 2,424 mil-
lion euros). Besides the 12 million euros in tan-
gible fixed assets on the balance sheet (primarily
the office building located on Begijnenvest and
Schermersstraat in Antwerp), the assets consist of
44 million euros in investments and 2,311 million
euros in financial fixed assets.
The main investment in 2013 was the acquisition
of exclusive control over Aannemingsmaatschappij
CFE NV (“CFE”) through the contribution of our
50% stake in D.E.M.E. NV (“DEME”) and the ac-
quisition of half the interest of Vinci Construction
S.A.S. in CFE (i.e. 23.42% before capital increase).
On the liabilities side of the balance sheet, the divi-
dend payment of 57 million euros and the loss for
the financial year of 155 million euros caused the
shareholders’ equity to decrease to 1,426 million
euros (2012: 1,639 million euros). In 2013, too,
the short-term financial debts consisted for the
most part of financial liabilities incurred by AvH
Coordination Center, a company that is an inte-
gral part of the group and which fulfils the role
of internal bank for the group. The other liabilities
already include the profit distribution for the 2013
20

financial year that is being proposed to the ordi-
nary general meeting.
Including the profit distribution proposal sub-
mitted to the annual general meeting on 26
May 2014, the statutory shareholders’ equity of
Ackermans & van Haaren at the end of 2013 stood
at 1,426 million euros as compared to 1,639 mil-
lion euros at the end of 2012. This amount does
not include unrealized capital gains present in the
portfolio of Ackermans & van Haaren and group
companies.
In the course of 2013, Ackermans & van
Haaren purchased 258,287 treasury shares and
sold 252,262. These transactions relate to the
implementation of the stock option plan and the
liquidity agreement with Kepler Cheuvreux that
came into effect on 1 July 2013.
3.2 Appropriation of the results
The board of directors proposes to appropriate the
result (in euros) as follows:
Profit from the previous
financial year carried
forward
1,464,602,196
Loss for the financial year 155,487,541
Total for appropriation 1,309,114,655
Allocation to the legal
reserve
0
Allocation to the non-
distributable reserves
5,941,112
Allocation to the
distributable reserves
0
Dividends 56,944,737
Directors’ fees 400,300
Profit to be carried
forward
1,245,828,506
The board of directors proposes to distribute a
gross dividend of 1.70 euros per share. After de-
duction of withholding tax, the net dividend will
amount to 1.2750 euros per share.
If the annual general meeting approves this pro-
posal, the dividend will be payable from 6 June
2014.
We must remind the holders of bearer shares
that bearer shares that had not been converted
into registered shares or dematerialized shares by
31 December 2013 were automatically converted
into dematerialized shares on 1 January 2014.
Those shares have been entered in a securities ac-
count in the name of Ackermans & van Haaren.
The rights attached to those shares (voting right,
dividend right, etc) have been suspended. The
owner of such shares may reassert his rights by
presenting his bearer shares at his bank and re-
questing the registration of the shares in his name.
We advise those shareholders to get in touch with
their bank in the course of this financial year to
make the necessary arrangements.
Following this distribution, shareholders’ equity
will stand at 1,425,789,485 euros and will be
composed as follows:
Capital
- Subscribed capital 2,295,278
- Issue premium 111,612,041
Reserves
- Legal reserve 248,081
- Non-distributable reserves 18,296,918
- Tax-exempt reserves 0
- Distributable reserves 47,508,662
Profit carried forward 1,245,828,506
Total 1,425,789,485
3.3 Outlook
As in previous years, the results for the current
financial year will to a large extent depend on
the dividends paid by the companies within the
group and on the realization of any capital gains
or losses.
21

Annual report 2013
4. Major events after the closing
of the financial year
Since the closing of the 2013 financial year, there
have been no major events which could have a
significant impact on the development of the com-
pany, except those referred to under II.3 below.
5. Research and development
The company did not undertake any activities in
the area of research and development.
6. Financial instruments
Companies within the group may use financial
instruments for risk management purposes. Spe-
cifically, these are instruments principally intended
to manage the risks associated with fluctuating
interest and exchange rates. The counterparties in
the related transactions are exclusively first-ranked
banks. As at the end of 2013, neither Ackermans
& van Haaren, nor any other fully consolidated
group company within the ‘AvH & subholdings’
segment, had any such instruments outstanding.
7. Notices
7.1 Application of Article 523 of
the Companies Code
Extract from the minutes of the meeting of the
board of directors of Ackermans & van Haaren
held on 13 November 2013:
‘Minutes of the remuneration committee meeting
of 13 November 2013
Before the board of directors starts deliberations
on the approval of the recommendations of the
remuneration committee, Luc Bertrand announces
that, as the ultimate beneficiary of a possible in-
crease in the annual premium (paid by the com-
pany) for the group insurance scheme, he has a
direct proprietary interest that conflicts with the
proposed resolution within the meaning of Article
523 of the Companies Code.
Pursuant to Article 523 of the Companies Code,
Luc Bertrand will inform the company auditor
of the conflict of interest after this meeting. Luc
Bertrand leaves the meeting and does not take
part in the deliberations or decision-making con-
cerning this item. Pierre Macharis reports on the
meeting of the remuneration committee that took
place this morning.
The board of directors approves all recommenda-
tions.
The proprietary consequences for the company
resulting from the approval of the increase in the
group insurance premium in favour of Luc Ber-
trand are limited to an increase in the monthly
premium by 9,833.32 euros and the payment of
a one-off premium of 80,000 euros.
Luc Bertrand rejoins the meeting.’
‘Mandate for granting stock options
Before the board of directors starts deliberations
on the granting of stock options, Luc Bertrand de-
clares that he, as a beneficiary of the stock option
plan, has a direct proprietary interest that conflicts
with the proposed resolution within the meaning
of Article 523 of the Companies Code.
Pursuant to Article 523 of the Companies Code,
Luc Bertrand will inform the company auditor
of the conflict of interest after this meeting. Luc
Bertrand leaves the meeting and does not take
part in the deliberations or decision-making con-
cerning this item.
Based on the recommendations of the remunera-
tion committee, the board of directors decides
22

to grant, under the current stock option plan,
Jacques Delen and Luc Bertrand, each acting sepa-
rately, special authorization to offer a maximum
of 50,000 options on Ackermans & van Haaren
shares to the members of the executive commit-
tee and certain members of staff and independent
service providers of Ackermans & van Haaren and
Sofinim.
The offering of the options is to take place on 2
January 2014 and, as in previous years, the exer-
cise price will be determined based on the average
price of the share during the 30 days preceding
the offer.
As it is the policy of the company to hedge the
stock options through the purchase of treasury
shares, the proprietary consequences for the
company are in principle limited to (i) the interest
borne or lost during the period running from the
purchase of the shares to their resale to the option
holders, (ii) any difference between the purchase
price of treasury shares and the exercise price of
the options granted, and (iii) the accounting cost
which in pursuance of IFRS 2 must be shown in the
income statement and which has an impact on the
result per share.
Luc Bertrand rejoins the meeting.’
7.2 Additional remuneration for
the auditor
Pursuant to Article 134, §§2 and 4 of the Compa-
nies Code, we inform you that an additional fee of
6,630 euros (excluding VAT) was paid to Ernst &
Young Tax Consultants for tax advice and 17,850
euros (excluding VAT) to Ernst & Young Bedrijfsre-
visoren for diverse activities.
7.3 Acquisition and transfer of
treasury shares
On 25 November 2011, the extraordinary gen-
eral meeting authorized the board of directors of
Ackermans & van Haaren to acquire treasury
shares within a well-defined price range during a
period of five years.
In the course of the 2013 financial year, Acker-
mans & van Haaren acquired 258,287 treasury
shares to hedge its obligations under the stock
option plan (75,000 shares) and its liquidity agree-
ment with Kepler Cheuvreux. More details can be
found in the financial statements (p. 177).Taking
into account the sale of 72,000 shares pursuant
to the exercising of options, the situation as at 31
December 2013 was as follows:
Number of treasury
shares
310,225 (0.93%)
Par value per share 0.07 euros
Average price per share 58.87 euros
Total investment value 18,262,165 euros
In addition, Brinvest, a direct subsidiary of Acker-
mans & van Haaren, holds another 51,300 shares
of Ackermans & van Haaren.
7.4 Notice pursuant to the law
on takeover bids
In a letter dated 18 February 2008, Scaldis Invest
sent a notice to the company in accordance with
Article 74, §7 of the Act of 1 April 2007 on take-
over bids. From this notice, it appeared that Scaldis
Invest owns over 30% of the securities with vot-
ing rights in Ackermans & van Haaren and that
Stichting Administratiekantoor "Het Torentje" ex-
ercises ultimate control over Scaldis Invest.
7.5 Protection schemes
(i) Powers of the management body
On 25 November 2011, the extraordinary general
meeting renewed the authorization of the board
of directors to proceed, in case of a takeover bid
for the securities of Ackermans & van Haaren, to a
capital increase in accordance with the provisions
and within the limits of Article 607 of the Com-
panies Code.
The board of directors is allowed to use these pow-
ers if the notice of a takeover bid is given by the
Financial Services and Markets Authority (FSMA)
to the company not later than three years after the
date of the abovementioned extraordinary general
meeting (i.e. 25 November 2014). The board of
directors is also authorized for a period of three
years expiring on 14 December 2014 to acquire or
transfer treasury shares in the event that such ac-
tion is required in order to safeguard the company
from serious and imminent harm.
(ii) Important agreements
The “Facilities Agreement” which the company
concluded on 18 October 2013 with BNP Pari-
bas Fortis SA/NV to finance the acquisition of CFE
gives the bank the right to demand early repay-
ment of the principal of the loan and all interest
due if there is a change in control over Ackermans
& van Haaren.
23

Annual report 2013
II Consolidated annual accounts
1. Risks and uncertainties
This section describes, in general terms, the risks
facing Ackermans & van Haaren as an interna-
tional investment company, and the operational
and financial risks associated with the different
segments in which it is active (either directly or
indirectly through its subsidiaries).
The executive committee of Ackermans & van
Haaren is responsible for the preparation of a
framework for internal control and risk manage-
ment which is submitted for approval to the board
of directors. The board of directors is responsible
for the evaluation of the implementation of this
framework, taking into account the recommenda-
tions of the audit committee. At least once a year
the audit committee evaluates the internal control
systems which the executive committee has set
up in order to ascertain that the main risks have
been properly identified, reported and managed.
The subsidiaries of Ackermans & van Haaren are
responsible for the management of their own
operational and financial risks. Those risks, which
vary according to the sector, are not centrally
managed by Ackermans & van Haaren. The man-
agement teams of the subsidiaries in question re-
port to their board of directors or audit committee
on their risk management.
Risks at the level of
Ackermans & van Haaren
Strategic risk
The objective of Ackermans & van Haaren is to cre-
ate shareholder value by long-term investment in
a limited number of strategic participations. The
availability of opportunities for investment and
disinvestment, however, is subject to macroeco-
nomic, political, social and market conditions. The
achievement of the objective can be adversely af-
fected by difficulties encountered in identifying or
financing transactions or in the acquisition, inte-
gration or sale of participations.
The definition and implementation of the strategy
of the group companies is also dependent on this
macroeconomic, political, social and market context.
By focusing as a proactive shareholder on long-term
value creation and on the maintenance of operation-
al and financial discipline, Ackermans & van Haaren
endeavours to limit those risks as much as possible.
In several group companies, Ackermans & van
Haaren works together with partners. At Delen
Investments, control is shared with the Jacques
Delen family. Strategic decisions require the prior
consent of both partners. In certain group com-
panies, AvH has a minority stake. The diminished
control which may result from that situation could
lead to relatively greater risks; however, this is
counterbalanced by a close cooperation with and
an active representation on the board of directors
of the group companies concerned.
Risk related to the stock market
listing
As a result of its listing on NYSE Euronext Brussels,
Ackermans & van Haaren is subject to regulations
regarding information requirements, transparency
reporting, takeover bids, corporate governance
and insider trading. Ackermans & van Haaren pays
the necessary attention to keeping up and comply-
ing with the constantly changing laws and regula-
tions in this area.
The volatility of the financial markets has an im-
pact on the value of the share of Ackermans & van
Haaren (and of some of its listed group compa-
nies). As was mentioned earlier, Ackermans & van
Haaren seeks to systematically create long-term
shareholder value. Short-term share price fluctua-
tions and the speculation associated with this can
produce a momentarily different risk profile for
the shareholder.
Liquidity risk
Ackermans & van Haaren has sufficient resources
at its disposal to implement its strategy and seeks
to achieve a position without net financial debts.
The subsidiaries are responsible for their own debt
financing, it being understood that, in principle,
Ackermans & van Haaren does not provide credit
lines or guarantees to or for the benefit of its par-
ticipations. In December 2013, AvH drew down
88 million euros worth of medium-term credit
(three years) for the purposes of the acquisition
of control over CFE. The other external financial
debts of ‘AvH & subholdings’ virtually correspond
DEME - Thornton Bank
24

to the treasury bonds issued by Ackermans & van
Haaren (commercial paper programme). AvH has
confirmed credit lines from different banks with
which it has a long-term relationship, such credit
lines amply exceeding the outstanding commercial
paper obligations. The board of directors believes
that the liquidity risk is fairly limited.
Risks at the level of the
group companies
Marine Engineering &
Infrastructure
The operational risks of this segment are essen-
tially associated with the execution of often com-
plex land-based and marine contracting projects
and are, among other things, related to the tech-
nical design of the projects and the integration of
new technologies; the setting of prices for tenders
and, in case of deviation, the possibility or impos-
sibility of hedging against extra costs and price in-
creases; performance obligations (in terms of cost,
conformity, quality, turnaround time) with the
direct and indirect consequences associated there-
with, and the time frame between quotation and
actual execution. In order to cope with those risks,
the different group companies work with qualified
and experienced staff. In principle, Ackermans &
van Haaren is only involved in strategic decisions
at the level of the board of directors and in the
selection of the top management of DEME, CFE
and Van Laere, rather than in the management of
the operational risks mentioned above.
The construction and dredging sector is typically
subject to economic fluctuations. The market of
large traditional infrastructural dredging works is
subject to strong cyclical fluctuations on both the
domestic and international markets. This has an
impact on the investment policy of private sector
customers (e.g. oil companies or mining groups)
and of local and national authorities. DEME and
Rent-A-Port, which are active in countries such as
Oman, Qatar, Vietnam and Nigeria, are exposed
to political risks. Personal relations and a strong
local network are the main risk management fac-
tors in that respect.
DEME is to a significant degree active outside the
euro zone, and accordingly runs an exchange
rate risk. DEME hedges against exchange rate
fluctuations or enters into foreign currency fu-
tures. Certain commodities or raw materials,
such as fuel, are hedged as well. Although most
of CFE’s activities are inside the euro zone, expo-
sure to foreign exchange fluctuations is limited as
much as possible. Although Rent-A-Port is mainly
active in countries outside the euro zone, it is
mostly exposed to the USD since most business
contracts are concluded in USD.
Given the size of the contracts in this segment, the
credit risk is closely monitored too. Both DEME
and CFE have set up procedures to limit the risk of
their trade receivables. Furthermore, a large part
of the consolidated turnover is realized with public
or semi-public sector customers. The level of coun-
terparty risk is limited by the large number of cus-
tomers. To contain the risk, the group companies
concerned constantly monitor their outstanding
trade receivables and if necessary reset their posi-
tion. For the purposes of major foreign contracts,
for instance, DEME regularly uses the services of
the Credendo Group (National Delcredere office)
insofar as the country concerned qualifies for this
service and the risk can be covered by credit in-
surance. For large-scale infrastructural dredging
contracts, DEME is dependent on the ability of
customers to obtain financing and can, if neces-
sary, organize its own project financing. Although
the credit risk cannot be ruled out altogether, it is
still limited. Rent-A-Port has a limited number of
customers and counterparties owing to the very
nature of the group’s activities. Consequently, it
runs a higher credit risk. By ensuring sufficient
contractual guarantees and by building and main-
taining strong relations with its customers, the
group is able to a large extent to limit this risk. Van
Laere bills and is paid as the works progress. As far
as NMP is concerned, the risk of discontinuity of
income is estimated to be fairly limited, since it has
long-term transport contracts with large national
and international petrochemical firms.
The liquidity risk is limited by spreading the fi-
nancing over several banks and by spreading this
financing to a significant extent over the long
term. DEME permanently monitors its balance
sheet structure and pursues a balance between
a consolidated shareholders’ equity position and
consolidated net debts. DEME has major credit
and guarantee lines with a whole string of in-
ternational banks. In a number of cases, certain
ratios (covenants) were agreed in the loan agree-
ments with the relevant banks which DEME must
observe. In addition, it has a commercial paper
programme to cover financial needs short-term.
DEME predominantly invests in equipment with a
Van Laere - Airport hangar TUI
25

Annual report 2013
long life which is written off over several years. For
that reason, DEME seeks to schedule a substantial
part of its debts over a long term. In order to diver-
sify the funding over several sources, DEME issued
a retail bond of 200 million euros in January 2013.
This was placed with a diversified group of (mainly
private) investors. According to the terms of issue,
DEME will not make any interim redemptions of
the principal, but will instead repay the entire loan
on the maturity date in 2019.
Private Banking
The credit risk and risk profile of the investment
portfolio have for many years now been delib-
erately kept very low by Delen Investments and
Bank J.Van Breda & C°. The banks invest in a con-
servative manner. The volume of lending at Delen
Private Bank is very limited, as this is merely a sup-
porting product in the context of asset manage-
ment. The loans that are extended are usually tem-
porary bridging loans that are amply guaranteed
by pledges on securities. The credit risk at JM Finn
& Co is very limited. The credit portfolio of Bank
J.Van Breda & C° is very widely spread among a cli-
ent base of local entrepreneurs and professionals
bij Bank J.Van Breda & C° and of business execu-
tives and the self-employed at ABK. The bank ap-
plies concentration limits per sector and maximum
credit amounts per client.
Bank J.Van Breda & C° adopts a cautious policy
with regard to the interest rate risk, well within
the standards set by the NBB. Where the terms of
assets and liabilities do not match sufficiently, the
bank deploys hedging instruments (a combina-
tion of interest rate swaps and options) to correct
the balance. The interest rate risk at Delen Private
Bank is limited, due to the fact that it primarily
focuses on asset management.
Delen Investments aims to keep the exchange
rate risk limited. The foreign currency positions
are systematically monitored and hedged on the
spot market. At present, the net exposure in
pound sterling is limited since the impact of ex-
change rate fluctuations on the equity of JM Finn
& Co is neutralized by an opposite impact on the
liquidity obligation on the remaining 26.51% in
JM Finn & Co.
The liquidity and solvency risk is continuously
monitored by a proactive risk management. The
banks want to be sure at all times that they sat-
isfy the regulatory requirements and maintain a
capitalization level that amply covers the level of
activity and risk that is taken. Furthermore, the
two groups have more than sufficient liquid assets
to meet their commitments, even in unforeseen
market conditions, as well as sound Core Tier1
equity ratios.
Both banks are adequately protected against in-
come volatility risk. The operating costs of Delen
Private Bank are amply covered by the regular in-
come, while in the case of Bank J.Van Breda & Co
the income from relationship banking is highly di-
versified in terms of clients as well as of products,
and are supplemented by the specialist vendor ac-
tivity for car dealers (Van Breda Car Finance).
The market risk may arise from the very limited
short-term investments, in Delen Private Bank’s
own name, in non-interest-bearing securities, or
may manifest itself on outstanding positions on
suspense accounts over which securities for client
portfolios are traded. The idea is that the positions
on those suspense accounts be liquidated so that
the bank is not exposed to a market risk.
Real Estate, Leisure & Senior Care
The operational risks in the real estate sector can
be classified according to the different stages in
the process. A first crucial element is the quality of
the offering of buildings and services. In addition,
long-term lease contracts with solvent tenants are
expected to guarantee the highest possible oc-
cupancy rate of both buildings and services and
a recurrent flow of income, and should limit the
risk of non-payment. Finally, the renovation and
maintenance risk is also continuously monitored.
The real estate development activity is subject to
strong cyclical fluctuations (cyclical risk). Devel-
opment activities for office buildings tend to fol-
low the conventional economic cycle, whereas
residential activities respond more directly to the
Bank J.Van Breda & C°
Extensa - Brussels Department of Environment
Max Green - Rodenhuize plant
Groupe Flo
26

Whether or not the group succeeds in achieving
its contemplated expansion plans will depend
on securing new concession agreements for ag-
ronomically suitable land that satisfies the group’s
sustainability policy on economically responsible
terms.
The group is in this segment also exposed to fluc-
tuations in raw material prices (e.g. Sipef: mainly
palm oil and palm kernel oil; Sagar Cements: coal).
Finally, the group is active in the production of
renewable energy. A clear and stable regula-
tory framework that guarantees necessary and
dependable support for projects is crucial for the
development of such projects. In reality, howev-
er, the regulatory framework undergoes regular
changes, which can have a major impact on the
results of such projects.
Development Capital
Ackermans & van Haaren makes venture capital
available to a limited number of companies with
international growth potential. The investment
horizon is on average longer than that of the tradi-
tional players on the private equity market. The in-
vestments are usually made with conservative debt
ratios, with in principle no advances or securities
being granted to or for the benefit of the group
companies concerned. In addition, the diversified
nature of these investments contributes to a bal-
anced spread of the economic and financial risks.
As a rule, Ackermans & van Haaren will finance
those investments with shareholders’ equity.
The economic situation has a direct impact on the
results of the group companies, particularly in the
case of the more cyclical or consumer-driven com-
panies. The fact that the activities of the group
companies are spread over different segments af-
fords a partial protection against the risk.
Each group company is subject to specific opera-
tional risks such as price fluctuations of services
and raw materials, the ability to adjust sales prices
and competitive risks. The companies monitor
those risks themselves and can try to limit them by
operational and financial discipline and by strate-
gic focus. Monitoring and control by Ackermans &
van Haaren as a proactive shareholder also play an
important part in that respect.
Several of the group’s companies (e.g. Hertel,
Manuchar, Egemin) are to a significant extent ac-
tive outside the euro zone. The exchange rate
risk in each of these cases is monitored and con-
trolled by the group company itself.
economic situation consumer confidence and in-
terest rate levels. Extensa Group is active in Bel-
gium and Luxembourg (where the main focus of
its activity lies) as well as in Turkey, Romania and
Slovakia, and is therefore subject to the local mar-
ket situation. However, the spread of its real estate
operations over different segments (e.g. residen-
tial, logistics, offices, retail) limits this risk.
The exchange rate risk is very limited because
most operations are situated in Belgium and Lux-
embourg, with the exception of Extensa’s opera-
tions in Turkey (risk linked to the USD and the Turk-
ish lira) and in Romania (risk linked to the RON).
Leasinvest Real Estate and Extensa Group possess
the necessary long-term credit facilities and back-
up lines for their commercial paper programme to
cover present and future investment needs.
Those credit facilities and backup lines serve to
hedge the financing risk. The liquidity risk is lim-
ited by having the financing spread over several
banks and by diversifying the expiration dates of
the credit facilities over the long term. LRE success-
fully implemented a capital increase in 2013 of
60.7 million euros, which for its share (30.01%)
was backed by the AvH group, and issued 95 mil-
lion euros worth of bonds on the public (75 million
euros) and private (20 million euros) bond mar-
kets.
The hedging policy for the real estate operations is
aimed at confining the interest rate risk as much
as possible. To this end, various financial instru-
ments such as spot & forward interest rate collars,
interest rate swaps and CAPs are employed.
Energy & Resources
The focus of this segment is on businesses in
growth markets, such as India, Indonesia and
Poland. Since the companies concerned are to a
great extent active outside the euro zone (Sagar
Cements and Oriental Quarries & Mines in India,
Sipef in Indonesia and Papua New Guinea among
others), the currency exchange rate risk (on the
balance sheet and in the income statement) is
more relevant here than in the other segments.
The geopolitical developments in those areas
also call for special attention.
The output volumes and therefore the turnover
and margins realized by Sipef are to some extent
influenced by climatic conditions such as rainfall,
sunshine, temperature and humidity.
Sipef - Oil palm pre-nursery (North Sumatra)
Bank J.Van Breda & C°
27

Annual report 2013
2. Comments on the
consolidated annual accounts
The consolidated annual accounts were prepared
in accordance with International Financial Report-
ing Standards (IFRS).
The group’s consolidated balance sheet total as at
31 December 2013 amounted to 10,888 million
euros, which is an increase of 60% compared to
2012 (6,822 million euros). This balance sheet to-
tal is obviously impacted by the manner in which
certain group companies are included in the con-
solidation. The balance sheet total increased sig-
nificantly as a result of the full consolidation of
CFE and DEME following the acquisition of CFE.
The valuation rules were modified without signifi-
cant impact.
Shareholders’ equity (group share) at the end of
2013 was 2,252 million euros, which represents
an increase of 248 million euros compared to
2012. In June 2013, AvH paid out a gross dividend
of 1.67 euros per share, resulting in a decrease in
equity by 55.3 million euros.
In addition to the acquisition of the 60.4% stake
in CFE, for which 138 million euros was paid in
cash, AvH made additional investments in several
companies in its portfolio, mainly to strengthen
their capital: Hertel (37.5 million euros), Anima
Care (10.5 million euros), Atenor (0.9 million eu-
ros), and LRE (0.5 million euros). Furthermore, the
stakes in Corelio, Sipef and Sagar Cements were
slightly increased. AvH further streamlined its port-
folio, primarily with the sale of its interest in Spano
group (72.92% through Sofinim). The total divest-
ments amounted to 135.3 million euros over the
whole financial year.
The net financial debt of Ackermans & van Haaren
stood at 3.1 million euros at year-end 2013, com-
pared to a positive net cash position of 87.9 mil-
lion euros at year-end 2012.
An (economic) breakdown of the results for the
group’s various activity segments is set out in the
‘Key Figures’ appendix to the annual report.
Marine Engineering & Infrastructure: The
particularly high level of activity at DEME was re-
flected in a turnover that for the first time topped
2.5 billion euros as well as in a higher net profit
(109.1 million euros).
DEME (AvH 60.4% as of 2014; 50% in 2013) ex-
perienced a very strong 2013 and reported a turn-
over of 2,532 million euros (1,915 million euros
in 2012). This substantial turnover growth (32%)
was realized by a high level of activity, with good
fleet occupancy, and was also helped by approx.
230 million euros worth of materials supplied to
large-scale wind farm projects of GeoSea. The net
result increased from 89 million euros in 2012 to
109 million euros in 2013.
The traditional dredging activities represented
62% of DEME’s turnover in 2013. The marine and
offshore engineering specialists, in particular Geo-
Sea and Tideway, witnessed a vigorous growth
buoyed by the rapidly growing renewable energy
market and developments in the oil and gas in-
dustry. DEME’s large-scale projects in Australia
(Gladstone, Wheatstone) progressed in a positive
way, and contributed favourably to DEME’s turno-
ver and profitability in 2013. In the Middle East,
the construction of a new port in Doha (Qatar) is
well under way. In Abu Dhabi, an important pro-
ject was, from a technical point of view, perfectly
finished, but the considerable additional work and
extra costs involved led to negotiations with the
customer. DEME made cautious allowances for
this in its figures.
The order book remained at a high level (more than
3 billion euros) thanks to contracts from across all
continents and activities. Some major oil and gas
related projects were concluded (in Colombia,
Venezuela, Australia, Ireland and India), worth a
total of 250 million euros. The group also signed a
major contract for 148 ha of land reclamation for
the extension of Jurong Island (Singapore), worth
a total of 625 million euros, of which about half
for DEME, and in addition, obtained new contracts
in Brazil and Nigeria. GeoSea and Tideway added
200 million euros to the order book with the wind
farms Kentish Flats Extension (United Kingdom)
and Gode Wind (Germany).
With the payment for the Ambiorix cutter dredger
at the beginning of 2013, DEME completed the fi-
nal instalment of a major investment programme.
The total capital expenditure over the year, includ-
ing large repairs that were activated, amounted
to 209 million euros for the whole financial year
(2012: 343 million euros).
DEME diversified its long-term sources of funding
in 2013 by issuing a retail bond for 200 million
euros with six-year maturity.
At the end of 2013, AvH took a strategically im-
portant step with the acquisition of exclusive con-
trol over DEME, through CFE.
The agreement that was entered into with Vinci
in September, was completed on 24 December
2013.
Groupe Financière Duval - Aren’Ice
DEME - Valdemarsvik (Sweden)
28

As was announced earlier, AvH contributed its
50% stake in DEME to the capital of CFE as part
of a capital increase by contribution in kind to the
amount of 550 million euros in consideration of
12,222,222 newly issued CFE shares, and acquired
3,066,440 CFE shares (which before capital in-
crease represented 23.42% of the capital of CFE)
from Vinci at a price of 45 euros per share, for a
total sum of 138 million euros.
As at 31 December 2013, AvH owned 15,288,662
CFE shares (60.39%).
By contributing its 50% stake in DEME to CFE,
AvH evolved from a position of joint control to ex-
clusive control. In accordance with IFRS rules, AvH
was therefore under the obligation to revalue its
50% stake in the income statement. A remeasure-
ment income of 109.4 million euros was reported
in the income statement in respect of the differ-
ence between the contribution value of 550 mil-
lion euros and the consolidated carrying value of
DEME.
Apart from this remeasurement income, the ac-
quisition of control over CFE has no impact on the
2013 income statement of AvH, as the new share-
holding percentages will only be applied as from 1
January 2014. In the consolidated balance sheet as
per 31 December 2013, the stakes in CFE, DEME,
Rent-A-Port and Rent-A-Port Energy are fully con-
solidated, resulting in a significant increase in the
balance sheet total to 10,888 million euros (2012:
6,822 million euros). The acquisition of control
over CFE and the reporting thereof as described
above lead to the recognition of a goodwill of
252.3 million euros on DEME and a contingent
liability of 60.3 million euros with respect to the
other activities of CFE.
After both transactions were closed, and as a re-
sult of exceeding the 30% threshold of the voting
shares of CFE, AvH launched a mandatory public
offer for all publicly held CFE shares at a price of
45 euros per share.
Private Banking: Delen Investments and Bank
J.Van Breda & C° reported an outstanding perfor-
mance in 2013, and managed to grow their assets
under management to a new record level.
The assets under management of the Delen
Investments group (AvH 78.75%) attained a
record high of 29,536 million euros at year-end
2013 (2012: 25,855 million euros). Both Delen Pri-
vate Bank (20,210 million euros) and JM Finn & Co
(9,326 million euros) contributed to this growth
of 14.2%. The vigorous growth is the result of
a positive impact of the financial markets on its
client portfolios and of a substantial organic net
growth (primarily at Delen Private Bank) in terms
of both existing and new private clients. In 2013,
the group continued with its strategy of optimiz-
ing the quality and efficiency of its asset manage-
ment by aiming for a bigger share of management
mandates. At year-end 2013, 74% (Delen Private
Bank) and 63% (JM Finn & Co) of the assets under
management were managed through direct dis-
cretionary management or through its own finan-
cial BEVEKs (open-ended investment trusts).
Primarily as a result of the higher level of assets
under management, the gross revenues increased
to 255.2 million euros (2012: 214.8 million euros).
The cost-income ratio remained highly competitive
at 54.8% (42.4% for Delen Private Bank, 84.5%
for JM Finn & Co) but was slightly down on 2012
(55.2%). The net profit amounted to 76.0 million
euros in 2013 (compared to 62.6 million euros in
2012), which includes the contribution of JM Finn
& Co of 4.6 million euros.
The consolidated equity of Delen Investments
stood at 464.1 million euros as at 31 December
2013 (compared to 414.5 million euros as at 31
December 2012). The group is more than ad-
equately capitalized and amply satisfies the Basel
II and Basel III criteria with respect to equity. The
Core Tier 1 capital ratio stood at 25.3% at year-
end 2013 and is well above the industry average.
In 2013, Delen Private Bank reopened its fully
renovated offices in Ghent and Brussels.
NMC
Hertel - Princess Amalia wind turbine
29

Annual report 2013
2013 was another highly successful year for Bank
J.Van Breda & C° (AvH 78.75%). The bank’s sus-
tained prudent approach and the high level of cli-
ent satisfaction led to a steady growth in the com-
mercial volumes. The total client assets increased by
13% to 9.0 billion euros, of which 3.7 billion euros
client deposits (+8%) and 5.3 billion euros en-
trusted funds (+16%). This amount includes 3.0
billion euros managed by Delen Private Bank. Pri-
vate lending continued to grow as well (+5%) to
3.5 billion euros, while provisions for loan losses
were exceptionally low (0.04%).
This commercial success is reflected in a consoli-
dated net profit of 31.5 million euros, which is a
14% increase on 2012, and this despite a difficult
market environment. Notwithstanding continuous
investment in new IT applications, in the com-
mercial organization and renovation of offices,
the cost-income ratio was 59% (2012: 58%). This
puts the bank among the best performing Belgian
banks.
The equity (group share) increased in 2013 from
427 million euros to 448 million euros and, as
in previous years, was not adversely affected by
impairments on financial instruments. This equity
solidifies the bank’s position to sustain its steady
growth on a sound financial footing. By year-end
2010, Bank J.Van Breda & C° already amply satis-
fied all the tightened solvency criteria for the fu-
ture, and in 2013 had a financial leverage (equity-
to-assets ratio) of 10, and a Core Tier 1capital ratio
of 13.7%.
The participation of Bank J.Van Breda & C° in ABK
bank increased end 2013 from 91.8% to 99.9%.
Real Estate, Leisure & Senior Care: A proactive
portfolio management permitted Leasinvest Real
Estate to let its real estate portfolio grow to 718 mil-
lion euros. Extensa was able to make a profit again
by a recovery in its real estate development results.
The net result of Extensa (AvH 100%) increased in
2013 to 4.5 million euros (compared to a loss of 5.3
million euros in 2012). Thus Extensa leaves behind
it a few difficult years that were due to delays in
obtaining permits and impairments on minority in-
terests.
The developments and residential projects in Has-
Leasinvest Real Estate - Motstraat (Mechelen)
30

selt (Cederpark), Ghent (De Lange Velden) and
Roeselare (De Munt) proceeded according to
schedule. Sales of the remaining houses, apart-
ments and building lots are planned for 2014.
On the Tour & Taxis site, the building for the Brus-
sels Department of Environment was further fin-
ished and is scheduled for completion in the first
half of 2014. The historical Post Office building
was renovated and brought into use for events.
Another project of 105 apartments and an office
building of 48,000 m² is also planned on the site.
The earthworks for the Cloche d’Or project (Lux-
embourg) have been started as well, and sales of
the first phase of the residences are expected to
begin in 2014.
Leasinvest Real Estate (LRE, AvH 30.01%)
consistently carried on its strategic reorientation
in 2013. The significant retail investments in the
Grand Duchy of Luxembourg (primarily the Knauf
Pommerloch shopping centre) made Luxembourg
the main investment market for LRE (60% of the
real estate portfolio, compared to 40% in Bel-
gium); retail thus became the principal asset class
in the overall portfolio (retail 42%, offices 36%,
and logistics 22%).
At year-end 2013, the fair value of this consoli-
dated real estate portfolio, including project de-
velopments, stood at 718 million euros (compared
to 618 million euros as at 31/12/2012). This 16%
increase is primarily the result of the investments
in the second Knauf shopping centre, the retail
property leased to Hornbach, and further invest-
ments in the Royal20 project in Luxembourg.
As a result of those investments, rental income
increased to 45 million euros (38 million euros at
year-end 2012). As a result of the new (re)lettings
and the fully let investments, the average duration
of the portfolio increased from 4.9 years to 5.2
years. The occupancy rate rose from 95% (2012)
to 97%. The rental yield, calculated on the fair val-
ue, was comparable to the previous year, namely
7.31% (2012: 7.30%).
LRE successfully implemented a capital increase
in 2013 of 60.7 million euros, which for its share
(30.01%) was backed by the AvH group, and is-
sued 95 million euros worth of bonds on the pub-
lic (75 million euros) and private (20 million eu-
ros) bond markets. Partly as a result of this, LRE’s
equity increased to 335 million euros (2012: 256
million euros), and the debt ratio decreased to
53.53%.
LRE ended its 2013 financial year with a 31% in-
crease in the net result to 27 million euros (21 mil-
lion euros at year-end 2012).
Energy & Resources: Due to lower output vol-
umes and lower market prices for palm oil and
rubber, Sipef’s result decreased in 2013. Sagar
Cements and Max Green were confronted with
difficult market conditions.
Plantation group Sipef (AvH 26.78%) was con-
fronted in 2013 with lower production volumes
and decreasing prices for palm oil, rubber and tea;
consequently, the turnover was down 12.3% to
291.7 million USD (2012: 332.5 million USD). The
gross margin, however, remained above 32%. The
net result decreased by 18.7% to 55.6 million USD
(2012: 68.4 million USD).
Disappointing agronomic indicators in Southeast
Asia caused annual palm oil production to remain
4.5% below the record volumes of 2012, so that
2013 was a relatively poor production year. Extra
output growth was only reported in the newly
developed acreages in the UMW project in North
Sumatra. The increasing yield from the gradually
maturing new plantations could not make up for
the poor production of the neighbouring farms
in Papua New Guinea. The output volumes for
rubber also fell short of expectations. The market
prices of palm oil witnessed relatively little volatility
in 2013. Due to high production levels at the end
of 2012, world stocks were too high at the start
of the new year. With increased demand from the
biodiesel industry and lower output volumes of
palm oil, the balance could be gradually restored.
In the second half of the year, high production
volumes of soya beans weighed on market prices,
but the announcement that Indonesia would im-
pose an obligatory admixture of biodiesel in 2014
gave enough boost to the market price towards
the year-end.
Weather conditions, sustainability procedures and
technical limitations caused a delay in the imple-
mentation of the expansion plans in Papua New
Guinea and Indonesia. Nevertheless, 1,459 hec-
tares were added to the planted acreage of the
group, which now stands at 66,942 hectares, of
which 17.6% has not yet reached the production
stage.
Development Capital: Performance in the De-
velopment Capital segment is mixed: a substantial
capital gain was realized on the sale of the stake in
Spano, while restructuring costs and impairments
continued to depress the contribution from the
other companies in 2013. The results of the dif-
ferent participations in this segment are described
from page 102 onwards.
3. Key events after the closing
of the financial year
On 11 February 2014, after the closing of the fi-
nancial year, Ackermans & van Haaren announced
the launch of its mandatory public offer for all CFE
shares which at the time were not yet in its posses-
sion, at the price of 45 euros per share. This offer
expired on 5 March. Given the price of the CFE
share, which averaged 66.4 euros during the ac-
ceptance period, the offer had hardly any success,
as was to be expected.
4. Research and development
In the area of research and development at the
fully consolidated subsidiaries of AvH, the DEME
teams of R&D and the Central Competence Cen-
tre develop groundbreaking, innovative technolo-
gies, while the engineering departments of CFE
and Van Laere are involved in the civil engineering
and construction projects.
5. Financial instruments
Within the group (a.o. Bank J.Van Breda & C°,
Leasinvest Real Estate, DEME, Extensa), an effort
is being made to pursue a cautious policy in terms
of interest rate risk by using interest swaps and
options. A large number of the group’s companies
operate outside the euro zone (for example DEME,
Delen Investments, Sipef, Hertel, Manuchar,
Telemond Group). Hedging activities for exchange
rate risk are always carried out and managed at
the level of the individual company.
6. Outlook
The board of directors is positive about the group’s
outlook for the current financial year.
Distriplus - Club
31

Annual report 2013
III Corporate governance
statement
1. General
Ackermans & van Haaren has adopted the Bel-
gian Corporate Governance Code (the ‘Code’),
as published on 12 March 2009, as its reference
code. The Code can be consulted on the web-
site of the Corporate Governance Committee
(www.corporategovernancecommittee.be).
On 14 April 2005, the board of directors of
Ackermans & van Haaren adopted the first Corpo-
rate Governance Charter (‘Charter’).
The board of directors has subsequently updated
this Charter several times.
• On 18 April 2006, the Charter was aligned to
various Royal Decrees adopted pursuant to Eu-
ropean regulations on market abuse.
• On 15 January 2008, the board of directors
amended article 3.2.2. (b) of the Charter in or-
der to clarify the procedure regarding investiga-
tions into irregularities.
• On 12 January 2010, the Charter was modified
to reflect the new Code and the new independ-
ence criteria set forth in Article 526ter of the
Companies Code.
• On 4 October 2011, the board of directors de-
liberated on the adaptation of the Charter to
the Act of 6 April 2010 on the reinforcement of
corporate governance in listed companies and
the Act of 20 December 2010 on the exercise of
certain shareholders’ rights in listed companies.
On that occasion, the board of directors also
tightened its policy on the prevention of market
abuse (Section 5 of the Charter) with the in-
troduction of a prohibition on short selling and
speculative share trading.
The Charter is available in three languages (Dutch,
French and English) on the company’s website
(www.avh.be).
This chapter (‘Corporate Governance Statement’)
contains the information as referred to in Articles
96, §2 and 119, second paragraph, 7° of the Com-
panies Code. In accordance with the Code, this
chapter specifically focuses on factual information
involving corporate governance matters and ex-
plains any derogations from certain provisions of
the Code during the past financial year in accord-
ance with the principle of ‘comply or explain’.
2. Board of directors
Group and Groupe Flo. Outside the group, Luc
Bertrand holds mandates as director at Schroeders
and ING Belgium. Luc Bertrand is also active at the
social level and is, among other things, chairman
of Guberna (the Belgian Governance Institute), de
Duve Institute and Middelheim Promotors, and sits
on the boards of several other non-profit organi-
zations and public institutions such as KU Leuven,
Institute of Tropical Medicine and Museum Mayer
van den Bergh. Luc Bertrand was appointed direc-
tor at Ackermans & van Haaren in 1985.
Teun Jurgens (born 1948, Dutch) graduated as
an agricultural engineer at the RijksHogere Land-
bouwschool in Groningen (The Netherlands).
He was a member of the management team of
Banque Paribas Nederland and founder of Delta
Mergers & Acquisitions. Teun Jurgens was ap-
pointed director at Ackermans & van Haaren in
1996.
Pierre Macharis (born 1962, Belgian) completed
a master’s degree in commercial and financial
sciences (1986) and also earned a degree in indus-
trial engineering with a specialization in automa-
tion (1983). He is currently CEO and chairman of
the executive committee of VPK Packaging Group,
a vertically integrated packaging group headquar-
tered in Belgium. Pierre Macharis is also chairman
of Cobelpa, the Association of Belgian Pulp, Paper
and Boards Industries, and is a director at AXA
Belgium and CEPI, the Confederation of European
Paper Industries. Pierre Macharis was appointed
director at Ackermans & van Haaren in 2004 and
has been chairman of the remuneration commit-
tee since 2011.
Julien Pestiaux (born 1979, Belgian) graduated
in 2003 as electromechanical civil engineer (spe-
cialization energy) at the Université Catholique
2.1 Composition
Jacques Delen (born 1949, Belgian) completed
his studies as a stockbroker in 1976. He is chair-
man of the executive committee of Bank Delen
and a director with the listed agro-industrial group
Sipef and with Bank J.Van Breda & C°. Jacques
Delen was appointed director at Ackermans &
van Haaren in 1992 and has been chairman of the
board of directors since 2011.
Alexia Bertrand (born 1979, Belgian) took a
master’s degree in law at the Université Catholique
de Louvain (2002) and obtained a Master of Laws
degree at Harvard Law School (2005). Alexia Ber-
trand specializes in financial law and company
law, and has been working as an adviser at the
office of the Deputy Prime Minister and Minister
of Foreign Affairs since February 2012. Alexia Ber-
trand previously worked as a lawyer at the Bar of
Brussels, first with Clifford Chance and later with
Linklaters. She was also a teaching assistant at the
Law Faculty of the Université Catholique de Lou-
vain and research assistant at the Katholieke Uni-
versiteit Leuven. Alexia Bertrand was appointed
director at Ackermans & van Haaren in 2013.
Luc Bertrand (born 1951, Belgian) is chairman
of the executive committee of Ackermans & van
Haaren. He graduated in 1974 as a commercial
engineer (KU Leuven) and began his career at
Bankers Trust, where he held the position of Vice-
President and Regional Sales Manager, North-
ern Europe. He has been with Ackermans & van
Haaren since 1986. He holds various mandates as
director within and outside the Ackermans & van
Haaren group. His mandates include being chair-
man of the board of directors of DEME, Dredging
International, Finaxis, Sofinim and Leasinvest Real
Estate, and he is a director at CFE, Sipef, Atenor
Name Born Type of mandate Mandate end
Jacques Delen 1949 Chairman, non-executive 2016
Alexia Bertrand 1979 Non-executive 2017
Luc Bertrand 1951 Executive 2017
Teun Jurgens 1948 Non-executive 2014
Pierre Macharis 1962 Independent, non-executive 2016
Julien Pestiaux 1979 Independent, non-executive 2015
Thierry van Baren 1967 Independent, non-executive 2014
Frederic van Haaren 1960 Non-executive 2017
Pierre Willaert 1959 Non-executive 2016
32

de Louvain and also obtained a master’s degree
in engineering management at Cornell University
(USA). Julien Pestiaux specializes in energy and cli-
mate themes and is partner at Climact, a company
that advises on these topics. In 2013, he finalized
a strategic plan for sustainable energy in Belgium
for the federal government, in cooperation with
the Department for Energy and Climate Change
in the UK. Before that, he worked for five years
as a consultant and project leader at McKinsey &
C°. Julien Pestiaux was appointed director at Ack-
ermans & van Haaren in 2011 and is a member of
the audit committee.
Thierry van Baren (born 1967, French/ Dutch)
holds a master’s degree and teaching qualification
in philosophy as well as an MBA from Solvay Busi-
ness School. He is currently an independent con-
sultant. Thierry van Baren was appointed director
at Ackermans & van Haaren in 2006. He is a mem-
ber of the audit committee and of the remunera-
tion committee.
Frederic van Haaren (born 1960, Belgian) is an
independent entrepreneur and member of the
council of the municipality of Kapellen. He is also
active as a director for various companies and as-
sociations. He is, among other things, a director at
water-link, chairman of the non-profit organiza-
tion Consultatiebureau voor het Jonge Kind in Ka-
pellen, of Zonnekind primary school in Kalmthout
and of Bosgroepen Antwerpen Noord, as well as
member of the police council of the police zone
North. Frederic van Haaren was appointed direc-
tor at Ackermans & van Haaren in 1993 and is a
member of the remuneration committee.
Pierre Willaert (born 1959, Belgian) holds a mas-
ter’s degree in commercial and financial sciences
and obtained the degree of the Belgian Associa-
tion of Financial Analysts (ABAF-BVFA), of which
he is still a member. He worked for many years
as a financial analyst at Bank Puilaetco and cov-
ered the main sectors represented on the Belgian
stock exchange. Later he became responsible for
the institutional management department. Pierre
Willaert was a managing partner and member of
the audit committee at Bank Puilaetco until 2004
and is a director at Tein Technology, a Brussels-
based ICT company specializing in, among other
things, video surveillance. Pierre Willaert was ap-
pointed director at Ackermans & van Haaren in
1998 and has been chairman of the audit com-
mittee since 2004.
The mandates of Teun Jurgens and Thierry van
Baren will end at the annual general meeting of 26
May 2014. The board of directors will propose to
the annual general meeting to renew the mandate
of Teun Jurgens for a term of two years and the
mandate of Thierry van Baren for four years and
this as an independent director, since the person
in question satisfies the independence criteria set
forth in Article 526ter of the Companies Code
and in Article 2.2.4 of the company's Corporate
Governance Charter.
Board of directors - from left to right: Thierry van Baren, Frederic van Haaren, Pierre Macharis, Teun Jurgens,
Luc Bertrand, Julien Pestiaux, Jacques Delen, Alexia Bertrand, Pierre Willaert
33

Annual report 2013
2.2 Independent directors
• Pierre Macharis
• Julien Pestiaux
• Thierry van Baren
Pierre Macharis, Julien Pestiaux and Thierry van
Baren meet the independence criteria set out in
Article 526ter of the Companies Code.
2.3 Other directors
• Alexia Bertrand
• Luc Bertrand
• Jacques Delen
• Teun Jurgens
• Frederic van Haaren
• Pierre Willaert
Luc Bertrand and Jacques Delen are directors of
Scaldis Invest which is, with a stake of 33%, the
principal shareholder of Ackermans & van Haaren.
Luc Bertrand and Frederic van Haaren are also
director of Belfimas, which holds a controlling in-
terest of 91.35% in Scaldis Invest. Scaldis Invest
and Belfimas are holding companies which exclu-
sively invest (directly and indirectly) in Ackermans
& van Haaren shares.
2.4 Activity report
The board of directors convened nine times in
2013. The average attendance rate was 98.7%.
Thierry van Baren could not attend the special
meeting of the board of directors of 15 Septem-
ber 2013.
In 2013, the board of directors set out the strate-
gic policy lines, discussed and regularly updated
the budget for the current financial year, moni-
tored the group’s results and the development
of the activities of the various group companies
on the basis of reports prepared by the executive
committee, and discussed the recommendations
of the advisory committees.
In 2013, the board of directors invited the man-
agement of Anima Care, Bank J.Van Breda & C°,
Euro Media Group, Manuchar and Sipef to give a
presentation on the general state of affairs of their
respective companies or on particular investments.
The board of directors also took an important in-
vestment decision during the past financial year,
more specifically the acquisition of exclusive con-
trol over CFE.
In accordance with Article 2.7 of the Charter, as-
sessment procedures are carried out periodically
within the board of directors. These assessments
take place on the initiative and under the supervi-
sion of the chairman.
The annual assessment by the non-executive direc-
tors of the relationship between the board of di-
rectors and the executive committee took place on
27 March 2013. This assessment procedure was
carried out in the absence of the executive direc-
tor. On this occasion, the non-executive directors
expressed their general satisfaction with the good
quality of the collaboration between the two bod-
ies and made a number of suggestions to the ex-
ecutive director in this respect.
On that same date, the board of directors dis-
cussed the results of the four-yearly assessment
under the supervision of Guberna. This review
concerned the size, composition and functioning
of the board of directors and its committees, and
its relationship with the executive committee.
The directors are of the opinion that their duties
and responsibilities are clear, and they appreciate
the constructive and transparent cooperation with
the executive committee.
The directors also wish to spend sufficient meet-
ing time on following up the key group companies
and to prepare in due time for the succession of
the chairman of the executive committee, who on
14 February 2016 will reach the age limit of 65
years. The directors also wish to stay readily in-
formed between meeting dates about important
developments within the group.
2.5 Code of conduct regarding
conflicts of interest
The board of directors published in the Charter (Ar-
ticles 2.9 and 4.7) its policy regarding transactions
between Ackermans & van Haaren or a company
affiliated to it on the one hand, and members of
the board of directors or executive committee (or
their close relatives) on the other, which may give
rise to a conflict of interest (within the meaning of
the Companies Code or otherwise). In 2013, no
decisions were made to which this policy applied.
2.6 Code of conduct regarding
financial transactions
The board of directors published its policy on the
prevention of market abuse in the Charter (Sec-
tion 5).
34

3. Audit committee
3.1 Composition
Chairman Pierre Willaert
Non-executive director
Julien Pestiaux
Independent,
non-executive director
Thierry van Baren
Independent,
All members of the audit committee have the nec-
essary accounting and audit expertise:
• Pierre Willaert (born 1959) holds a master’s de-
gree in commercial and financial sciences and
obtained the degree of the Belgian Association
of Financial Analysts (ABAF-BVFA), of which he
is still a member. He worked for many years
as a financial analyst at Bank Puilaetco. Later
he became responsible for the institutional
management department. Pierre Willaert was
managing partner and member of the audit
committee of Bank Puilaetco until 2004. Pierre
Willaert was appointed director at Ackermans &
van Haaren in 1998 and has been chairman of
the audit committee since 2004.
• Julien Pestiaux (born 1979) graduated in 2003
as electromechanical civil engineer (specializa-
tion energy) at the Université Catholique de
Louvain and also obtained a master’s degree in
engineering management at Cornell University
(USA). The focus of the master in engineering
management was on financial and economic
analyses. An important part of the course was
given at the Johnson Graduate School of Man-
agement of Cornell. Julien Pestiaux is partner at
Climact, a company that advises on energy and
climate themes with numerous business cus-
tomers. Before that, he worked for five years as
a consultant and project leader at McKinsey &
C°, where he got acquainted with different ac-
counting aspects. Julien Pestiaux was appointed
director at Ackermans & van Haaren in 2011.
• Thierry van Baren (born 1967) holds a master’s
degree and teaching qualification in philosophy
and obtained an MBA from Solvay Business
School. As part of this degree course, he spe-
cialized in, among other things, ‘Finance’, ‘Fi-
nancial Accounting’ and ‘Managerial Account-
ing’. Thierry van Baren is now an independent
consultant and in this capacity familiar with
different accounting aspects. Thierry van Baren
was appointed director at Ackermans & van
Haaren in 2006.
3.2 Activity report
The audit committee convened three times in
2013 and was every time complete.
On 25 February and 23 August 2013, in the pres-
ence of the financial management and the audi-
tor, the audit committee focused mainly on the re-
porting process and on the analysis of the annual
and half-yearly financial statements respectively.
The members of the audit committee received
upfront the available reports of the audit commit-
tees of the operational subsidiaries of Ackermans
& van Haaren.
The audit committee meeting of 21 March 2013
focused on the financial reporting, as published
in the annual report of 2012, and the review of
the ‘one-on-one’ rule related to the non-audit ser-
vices provided by Ernst & Young. The current op-
tion plans within the group, the off-balance-sheet
commitments and the website were discussed as
well.
The audit committee reported systematically and
extensively to the board of directors on the perfor-
mance of its duties.
35

Annual report 2013
4. Remuneration committee
4.1 Composition
Chairman Pierre Macharis
Independent,
Thierry van Baren
Independent,
Frederic van Haaren
Non-executive director
4.2 Activity report
The remuneration committee convened twice in
2013, on 27 March 2013 and on 13 November
2013, and was every time complete.
At its meeting of 27 March 2013, the remunera-
tion committee discussed the draft remuneration
report, which in accordance with Article 96, §3 of
the Companies Code constitutes a specific part of
the Corporate Governance Statement, and saw to
it that the draft report contains all the informa-
tion required by law. The committee also reviewed
the payment of the variable remuneration to the
members of the executive committee against the
recommendations it had made on this subject at
its meeting of 13 November 2012. Finally, the
committee formulated recommendations on the
notice period to be stipulated in the contract for
the provision of services with Koen Janssen and
on the increase in the fixed remuneration of the
directors.
At the meeting of 13 November 2013, the com-
mittee discussed the following items and made
relevant recommendations to the board of direc-
tors: the fixed and variable remuneration of the
members of the executive committee for 2014,
the group insurance of the CEO, the remuneration
of the directors, and the number of stock options
to be granted to the members of the executive
committee.
5. Nomination committee
On 26 February and 27 March 2013, the board
of directors deliberated as nomination committee
and, in accordance with the procedure set forth in
Article 2.2.2 of the Charter, decided to propose
the reappointment of Luc Bertrand and Frederic
van Haaren and the (first) appointment of Alexia
Bertrand to the annual general meeting of 27 May
2013.
6. Executive committee
6.1 Composition
Chairman Luc Bertrand
Tom Bamelis
Piet Bevernage
Piet Dejonghe
Koen Janssen
Jan Suykens
Jacques Delen, chairman of the board of directors,
attends the meetings of the executive committee
as an observer.
Jan Suykens (born 1960, Belgian) is a member
of the executive committee at Ackermans & van
Haaren. He holds a master’s degree in applied eco-
nomic sciences (UFSIA, 1982) and earned an MBA
from Columbia University (1984). Jan Suykens
worked for a number of years at Generale Bank in
corporate and investment banking before joining
Ackermans & van Haaren in 1990.
Piet Bevernage (born 1968, Belgian) is secretary
general and a member of the executive committee
at Ackermans & van Haaren. He holds a master’s
degree in law (KU Leuven, 1991) and earned an
LLM from the University of Chicago Law School
(1992). Piet Bevernage initially worked as a lawyer
in the Corporate and M&A Department at Loeff
Claeys Verbeke before moving to Ackermans &
van Haaren in 1995.
Piet Dejonghe (born 1966, Belgian) is a member
of the executive committee at Ackermans & van
Haaren. After earning a master’s degree in law
(KU Leuven, 1989), he completed a postgraduate
in management at KU Leuven (1990) and an MBA
at Insead (1993). Before joining Ackermans & van
Haaren in 1995 he worked as a lawyer for Loeff
Claeys Verbeke and as a consultant for Boston
Consulting Group.
Tom Bamelis (born 1966, Belgian) is CFO and
a member of the executive committee at Acker-
mans & van Haaren. After completing his master’s
degree in commercial engineering (KU Leuven,
1988), he went on to earn a Master’s degree in
Financial Management (1991). Tom Bamelis then
worked for Touche Ross and Groupe Bruxelles
Lambert before joining Ackermans & van Haaren
in 1999.
Koen Janssen (born 1970, Belgian) has been a
member of the executive committee at Ackermans
& van Haaren since 1 April 2012. He holds a de-
gree in electromechanical civil engineering (KU
Leuven, 1993) and completed an MBA at IEFSI
(France, 1994). Koen Janssen worked at Recticel,
ING Investment Banking and ING Private Equity
before joining Ackermans & van Haaren in 2001.
6.2 Activity report
The executive committee convened 21 times in
2013. The average attendance rate was 96.83%.
The executive committee is responsible for, among
other things, the day-to-day management of
Ackermans & van Haaren and prepares the deci-
sions to be taken by the board of directors.
During the past financial year, the executive com-
mittee prepared and followed up the participa-
tion in the boards of directors of the subsidiaries,
examined new investment proposals (both in the
current group companies and outside), approved
certain divestments, prepared the quarterly, half-
yearly and annual financial reports and investigat-
ed the implications of changes in the law relevant
for the company.
36

7. Internal and external audit
7.1 External audit
The company’s statutory auditor is Ernst & Young
Bedrijfsrevisoren BCVBA, represented by Marnix
Van Dooren. The statutory auditor conducts the
external audit (of both consolidated and statutory
figures) of Ackermans & van Haaren, and reports
to the board of directors twice a year. The statu-
tory auditor was appointed at the ordinary general
meeting of 27 May 2013 for a three-year term,
which expires at the ordinary general meeting of
23 May 2016.
In 2013, a statutory annual fee for auditing the
statutory and consolidated Ackermans & van
Haaren annual accounts of 46,480 euros (exclud-
ing VAT) was paid to the auditor. In addition, a fee
of 6,630 euros (excluding VAT) was paid to Ernst &
Young Tax Consultants for tax advice and 17,850
euros (excluding VAT) to Ernst & Young Bedrijfsre-
visoren for various activities.
The total fees for audit activities paid in 2013 by
Ackermans & van Haaren and its consolidated sub-
sidiaries to Ernst & Young amounted to 702,525
euros (including the abovementioned 46,480 eu-
ros).
trol model that nevertheless has all the essential
features of a conventional system. The internal
control and risk management system is character-
ized by a transparent and collegiate structure. The
executive committee deliberates and decides by
consensus. Risks are identified on an ongoing ba-
sis and properly analyzed. Appropriate measures
are proposed to accept, limit, transfer or avoid the
identified risks. These assessments and decisions
are clearly minuted and documented to allow a
strict follow-up.
The board of directors also regards the timely pro-
vision of complete, reliable and relevant financial
information in accordance with IFRS and with the
other Belgian reporting requirements to all inter-
nal and external stakeholders as an essential ele-
ment of its corporate governance policy. The inter-
nal control and management systems for financial
reporting endeavour to satisfy those requirements
as fully as possible.
7.3.1 Control environment
The control environment is the framework with-
in which internal control and risk management
systems are set up. It comprises the following
elements:
a. Integrity and ethics
The family values that underlie the group’s suc-
cess are today reflected in a relationship between
the different stakeholders that is based on respect:
the shareholders, the management, the board of
directors and the staff, but also the business part-
ners. Those values are put into practice by the
management on a daily basis, and are explicitly
enshrined in the Internal Company Guidelines to
ensure that they are clear to everyone.
b. Skills
Another cornerstone of Ackermans & van
Haaren’s management policy is the fact of work-
ing together as a professional team. Special atten-
tion is paid to a balanced and qualitative content
for every position within the organization. Ad-
ditionally, the necessary training is provided to
ensure that knowledge is constantly honed and
fine-tuned. Highly skilled people with the right
experience and attitude in the right job form the
basis of the group’s internal control and risk man-
agement system. This equally applies to the board
of directors and the audit committee, who strive
for complementary backgrounds and experience
of the members.
c. Governancy body/audit committee
The duties and responsibilities of the board of di-
rectors and, by extension, its advisory committees,
such as the audit committee, are clearly set out in
7.2 Internal audit
The internal audit is conducted by the group con-
trollers, Hilde Delabie and Ben De Voecht, who
report to the executive committee. At least once
a year, the group controllers report directly to the
audit committee.
7.3 Principal features of the
internal control and risk manage-
ment systems with regard to the
process of financial reporting
and preparation of the consoli-
dated annual accounts
The board of directors of Ackermans & van
Haaren is responsible for assessing the effective-
ness of the internal control and risk management
systems. By the present system, the board of di-
rectors aims, at group level, to ensure that the
group’s objectives are attained and, at subsidiary
level, to monitor the implementation of appropri-
ate systems that take into account the nature of
each company (size, type of activities, etc) and
its relationship with Ackermans & van Haaren
(controlling interest, shareholders’ agreement,
etc). Given the diversified portfolio and the small
number of staff working at the holding company,
the group opted for a customized internal con-
37

Annual Report 2013: A Year of Growth and Strategic Moves

Annual Report 2013: A Year of Growth and Strategic Moves

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